Exhibit
10.38               NEW YORK STOCK EXCHANGE, INC. DEFERRED COMPENSATION PLAN FOR PERFORMANCE AWARDS Effective as of August 1, 1997


NEW YORK STOCK EXCHANGE, INC.
DEFERRED COMPENSATION PLAN FOR PERFORMANCE AWARDS 1.PURPOSE The
purpose of the New York Stock Exchange, Inc. Deferred Compensation Plan is to
provide designated senior executives of the New York Stock Exchange, Inc. an
opportunity to defer receipt of their performance awards under the New York
Stock Exchange, Inc. Long Term Incentive Plan in accordance with the terms and
conditions set forth herein. 2.DEFINITIONS (a)Beneficiary means unless otherwise
specified by the Participant in a written election filed with the Committee
upon such form and in such manner as specified by the Committee, the person or
persons (if any) effectively designated by the Participant under the New York
Stock Exchange, and Subsidiary Companies Employee Savings Plan (the Savings
Plan) (or otherwise as provided in Section 7(b) if no such designation is
made) to receive his benefits under the Savings Plan in the event of the
Participants death. In the event that two (2) or more persons are the
Participants Beneficiary under the Savings Plan, then each such person shall
be entitled to receive payment under this Plan in the same proportion as the
proportion of benefits such person is entitled to receive under the Savings
Plan. Such person or persons designated under the Savings Plan to receive a
stated dollar amount shall be otherwise disregarded in determining benefit
allocations under this Plan among persons who are the Participants
Beneficiary. (b)Board means the Board of Directors of the
NYSE. (c)Committee means the committee of at least
two (2) individuals appointed by the Board for purposes of administering the
Plan, or any successor committee.  If a
Participant serves on the Committee, such Participant shall not be authorized
to make any determinations or decisions with respect to his participation
hereunder or with respect to payment of Deferred Amounts to such Participant
hereunder. (d)Deferred Amounts means the amounts
deferred under Section 4 by a Participant. (e)Deferred Benefits means Deferred Amounts
plus any additions to such Deferred Amounts pursuant to Section 6 herein. (f)Deferred Compensation Account means the
memorandum account established by the NYSE for a Participant on its books to
which Deferred Benefits shall be credited. (g)Effective Date means August 1, 1997. (h)Eligible Employee means a participant in
the LTIP unless the Committee determines otherwise. An Eligible Employee shall
continue to be eligible to participate in the


Plan until the Eligible Employee ceases to be a participant in the LTIP
or until the Committee determines otherwise. (i)ERISA means the Employee Retirement Income
Security Act of 1974, as amended. (j)LTIP means the New York Stock Exchange,
Inc. Long Term Incentive Plan. (k)NYSE means the New York Stock Exchange,
Inc. (l)Participant means any individual with a
balance in his Deferred Compensation Account and any Eligible Employee who
elects to make Deferred Amounts under Section 4. (m)Performance Award means the amount payable
under the LTIP for a Plan Cycle. (n)Plan means the New York Stock Exchange,
Inc. Deferred Compensation Plan. (o)Qualifying Entity means the Securities
Industry Automation Corporation, the National Securities Clearing Corporation
or The Depository Trust Company, and any of such entities subsidiaries
designated by the NYSE as a Qualifying Entity.  An entity in which the NYSE possesses an
ownership interest but which does not qualify as a Subsidiary under the Plan
may be designated as a Qualifying Entity by the NYSE for the purpose of
describing the occurrence of a Termination of Employment. (p)Subsidiary means any corporation (other
than the NYSE and any Qualifying Entity) in an unbroken chain of corporations
beginning with the NYSE if, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. (q)Termination of Employment means
termination of employment as an employee of NYSE, all Subsidiaries, and all
Qualifying Entities for any reason whatsoever, including but not limited to
death, disability, retirement, resignation or involuntary termination.
Notwithstanding the foregoing, a Termination of Employment shall not be deemed
to occur if an Employee transfers to, or otherwise immediately commences
employment with, a Qualifying Entity or a Subsidiary until such Employee incurs
a Termination of Employment with all Employers, Subsidiaries (including, as
provided in the next sentence, any former Subsidiaries) and all Qualifying
Entities.  If a Subsidiary of the NYSE
ceases to be a Subsidiary of the NYSE, an Employee of such entity will not be
deemed to incur a Termination of Employment solely as a result of such change
in status unless and until the Committee determines, in its sole discretion,
that such Employee has incurred a Termination of Employment and when such
Termination of Employment is deemed to have occurred. 3.ADMINISTRATION AND CLAIMS PROCEDURE (a)The Plan shall
be administered by the Committee.  The
Committee shall have sole and complete authority to interpret and construe the
terms and provisions of the Plan in its sole 3


discretion
based on the provisions of the Plan, to decide any questions and settle all
controversies that may arise in connection with the Plan, and to adopt, alter
and repeal such administrative rules, regulations and practices governing the
operation of the Plan as it shall from time to time deem advisable.  The Committees interpretations and
construction thereof, and the actions thereunder, made in the sole discretion
of the Committee (including, without limitation, any determination under this
Section 3 of the amount of the payment to be made hereunder), shall be final,
binding and conclusive on all persons.  The
Committee shall determine, subject to the provisions of the Plan: (i) which
individuals shall be eligible to participate in the Plan from time to time; and
(ii) when an individual shall cease to be eligible to make deferrals hereunder.
 The Committee may appoint a person or
persons to administer the Plan on its behalf on a day-to-day basis. (b)The Committee
shall be responsible for determining all claims for benefits under this Plan by
the Participants or their Beneficiaries.  Within ninety (90) days after receiving a
claim (or within up to one hundred eighty (180) days, if the claimant is
notified of the need for additional time, including notification of the reason
for the delay), the Committee shall notify the Participant or Beneficiary of
its decision in writing, giving the reasons for its decision if adverse to the
claimant.  If the decision is adverse to
the claimant, the Committee shall advise him of the Plan provisions involved,
of any additional information which he must provide to perfect his claim and
why, and of his right to request a review of the decision.  A claimant may request a review of an adverse
decision by written request to the Committee made within sixty (60) days after
receipt of the decision.  The claimant,
or his duly authorized representative, may review pertinent documents and
submit written issues and comments.  Within
sixty (60) clays after receiving a request for review (or up to one hundred
twenty (120) days after such receipt if the Participant is notified of the delay
and the reasons therefor), the Committee shall notify the claimant in writing
of (i) its decision, (ii) the reasons therefore, and (iii) the Plan provisions
upon which it is based.  The Committees
determinations shall be made in its sole discretion based on the Plan documents
and shall be final, conclusive and binding.  Any claim not approved in writing within the
specified period shall be deemed denied.  The Committee may at any time alter the claims
procedure set forth above, so long as the revised claims procedure complies
with ERISA, and the regulations issued thereunder.  No member of the Committee shall be liable to
any person for any action taken or omitted in connection with the
interpretation and administration of this Plan.  To the extent that a form prescribed by the
Committee to be used in the operation and administration of the Plan does not
conflict with the terms and provisions of the Plan document, such form shall be
evidence of (i) the Committees interpretation, construction and administration
of this Plan and (ii) decisions or rules made by the Committee pursuant to
the authority granted to the Committee under the Plan. 4.ELECTION TO DEFER (a)An Eligible
Employee may elect in writing on a form prescribed by the Committee to defer
receipt of all or a specified portion of his Performance Award with respect to
a Plan Cycle.  The election to defer a
Performance Award must be made at such time as the Committee shall prescribe
but in no event later than fifty percent (50%) into the Plan Cycle (as such
term is defined in the LTIP) to which it relates.  Notwithstanding the previous sentence, if,
after the Effective Date, an employee becomes an Eligible Employee during a
Plan Cycle(s), he may elect to become a Participant with respect to such Plan
Cycles(s) prior to the later of (i) fifty 4


percent
(50%) into the Plan Cycle or (ii) the end of the thirty (30) day period
following the date he becomes an Eligible Employee, by making an election, in
writing, on a form prescribed by the Committee.  The election dates will be determined by the
Committee.  A Participant must make a
separate election with respect to each Plan Cycle in which he participates in
the LTIP.  Each election to defer for
each Plan Cycle of participation shall be irrevocable. (b)Notwithstanding
Section 4(a) above, each employee who is a participant in the LTIP on the
Effective Date may elect prior to September 1, 1997, on forms prescribed by the
Committee, to defer receipt of all or a specified portion of his Performance
Award applicable to the then current Plan Cycles. (c)An election
made pursuant to this Section 4 by a Participant who ceases to be an Eligible
Employee but who does not incur a Termination of Employment shall continue to remain
in effect and such employee shall not be entitled to receive a distribution
from the Plan solely as a result of such change in status. 5.ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNT At
the time the Participants initial Performance Award becomes payable, the NYSE
shall establish a Deferred Compensation Account for such Participant. The
Deferred Amount shall be credited to the Participants Deferred Compensation
Account as of the day on which a Performance Award would have otherwise been
paid to the Participant. 6.ADDITIONS TO DEFERRED AMOUNTS (a)The Committee
may designate alternatives for the measuring of earnings on a Participants
Deferred Compensation Account from time to time.  The Committee may designate additional
measuring alternatives, withdraw measuring alternatives, or change the
designation of measuring alternatives as of the beginning of any calendar month
or at such other times as it may determine, in its sole discretion.  One alternative shall be based on an interest
type factor, which alternative shall be the default alternative if a
Participant fails to timely elect another alternative.  The Committee shall credit the balance in the
Participants Deferred Compensation Account as of the last business day of each
calendar month, or such other dates as are selected by the Committee in its
sole discretion, with earnings (including gains or losses, whether or not
realized, in the value of the measuring alternative) from the last day of the
prior calendar month at a rate equal to the performance of the measuring
alternatives selected by the Participant (in accordance with Section 6(b)
below) for the calendar month (or such other applicable period) to which such
selection relates.  The crediting of an
earnings factor shall occur so long as there is a balance in the Participants
Deferred Compensation Account. (b)Immediately
prior to the initial crediting of a Deferred Amount to a Participants Deferred
Compensation Account, a Participant shall select in writing on a form
prescribed by the Committee from among the measuring alternatives available
under the Plan for the measuring of earnings on such Participants Deferred
Compensation Account.  A Participant may
change the selection of his measuring alternatives for the measuring of earnings
on future amounts credited to his Deferred Compensation Account as of the
beginning of the following calendar month (or at such other times as prescribed
by the Committee, in its sole discretion), subject to 5


such
notice and other administrative procedures as established by the
Committee.  A Participant may transfer
funds invested for measurement purposes in accordance with the Participants
elected measuring alternatives to differing measuring alternatives as of the
beginning of the following calendar month (or at such other times as prescribed
by the Committee, in its sole discretion), subject to such notice and other
administrative procedures as established by the Committee. (c)The Committee may,
in its sole discretion, establish rules and procedures for the crediting of
earnings factors and the election of measuring alternatives pursuant to this
Section 6. 7.PAYMENT OF DEFERRED BENEFITS (a)Except as
otherwise provided in Section 7(c) below, a Participants Deferred Benefits shall
be paid to the Participant (or, in the event of the Participants death, the
Participants Beneficiary), as soon as practicable after the Participant incurs
a Termination of Employment. (b)Upon a
Participants initial election to defer amounts hereunder, the Participant
shall designate a Beneficiary for purposes of this Section 7. (c)(A)          Upon a Participants initial election to become a
Participant hereunder, he may make an election to have his Deferred Benefits paid
to him (or, in the event of the Participants death, the Participants
Beneficiary) as soon as administratively feasible following (i) his Termination
of Employment, or (ii) the January 1 next following his Termination of
Employment.  If a Participant does not
make an election with respect to the timing of payment, his Deferred Benefits
shall be paid to him pursuant to Section 7(a) above.  A Participant may make an election or change
his existing election, on a form prescribed by and filed with the Committee, at
any time at least one (1) year prior to his Termination of Employment to have
his Deferred Benefits paid to him (or, in the event of the Participants death,
the Participants Beneficiary) as soon as administratively feasible following
his (i) Termination of Employment or (ii) the January 1 next following his
Termination of Employment. (B)           Notwithstanding
Section 7(c)(A) above, at the time of a Participants initial election, he may
make an irrevocable election, on a form prescribed by and filed with the Committee,
to defer the distribution of his Deferred Benefits until a date (the Selected
Date of Distribution) as elected by the Participant which is not earlier than
two (2) years following the end of the Plan Cycle to which the Deferred
Benefits relate and no later than the January 1 following his Termination of
Employment.  In the event that a
Participant incurs a Termination of Employment prior to his Selected Date of
Distribution, the Deferred Benefits credited to his Deferred Compensation Account
shall be paid to him as soon as administratively feasible following the
Participants Termination of Employment. (C)           Notwithstanding
Sections 7(c)(A) and 7(c)(B) above, each employee who is (i) a participant
in the LTIP on the Effective Date or (ii) is designated as a participant in the
LTIP after the Effective Date, shall be entitled to make an initial election
regarding the timing of payment of his Deferred Benefits, provided that such
election is made and filed with the  6


Committee
by the later of (i) September 1, 1997, or (ii) the end of the thirty (30) day
period commencing on the date the employee first becomes a participant in the LTIP. (d)Notwithstanding
any other provision to the contrary, the Committee may require, in its sole
discretion, that a participants elections with respect to the distribution of
all of his Deferred Benefits be identical. 8.VESTING A
Participant shall be fully vested in his Deferred Compensation Account and such
amounts shall be nonforfeitable at all times. 9.NON-TRANSFERABILITY OF INTERESTS A
Participants rights and interests in his Deferred Benefits may not be
anticipated, assigned, pledged, transferred, levied upon or otherwise
encumbered except in the event of the death of the Participant, and then only
by will or the laws of descent and distribution.  Any attempt to anticipate, assign, pledge,
transfer, levy or otherwise encumber, except as set forth above upon death of the
Participant, shall be null and void. 10.AMENDMENT, SUSPENSION AND TERMINATION The
Board (or a duly authorized committee thereof), or a person designated by the
Board may, in his or its sole and absolute discretion, amend this Plan or any
component plan thereof from time to time and at any time in such manner as he
or it deems appropriate or desirable, and the Board (or a duly authorized
committee thereof) or a person designated by the Board may, in its sole and
absolute discretion, terminate the Plan or any portion thereof for any reason
or no reason from time to time and at any time in such manner as it deems
appropriate or desirable.  No amendment,
suspension and termination shall alter or impair the vested amounts in the
Participants Deferred Compensation Account without the consent of the Participant
affected thereby, as of the effective date of such amendment, suspension or
termination.  In the event of a termination
of the Plan or a portion thereof, the NYSE may distribute to each Participant
the amount in his Deferred Compensation Account and have no further obligations
hereunder.  The Board (or a duly
authorized committee thereof) or the Committee may, in its sole discretion,
terminate the Plan as it applies to any Participant at any time, and the NYSE
may distribute to such Participant the amount in his Deferred Compensation
Account and have no further obligations to such Participant hereunder. 11.UNFUNDED OBLIGATION; CONSTRUCTION OF THE PLAN (a)This Plan is unfunded
and all Deferred Benefits payable hereunder shall be paid by NYSE out of its
general assets. All Deferred Benefits shall be subject to the claims of the
NYSEs creditors.  The NYSE may, in its
sole discretion, create a rabbi trust to pay benefits hereunder.  A Participant shall be treated as a general,
unsecured creditor of the NYSE to the extent he acquires a right to receive
payments under the Plan. Participants and their beneficiaries shall not have
any interest in any specific asset of the NYSE as a result of this Plan.  Nothing contained in the Plan and no action
taken pursuant to the provisions of the Plan shall create or be construed to
create a trust of any kind or a fiduciary relationship between the NYSE and the  7


Participants,
their beneficiaries or any other person.  Any funds which may be invested to fund the
benefits under the Plan shall continue for all purposes to be part of the
general assets of the NYSE and no person other than the NYSE shall by virtue of
the provisions of the Plan have any interest in such funds.  The NYSE shall have no obligation to invest
funds to match the earnings measuring alternatives selected by a Participant
pursuant to Section 6 hereof. (b)All expenses
incurred in administering the Plan by the NYSE shall be paid by the NYSE. 12.NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS Nothing
contained herein shall be construed as conferring upon any Participant the
right to continue in the employ of the NYSE as an executive or in any other
capacity or to interfere with the Employers right to discharge him at any time
for any reason whatsoever.  Any
compensation deferred and any benefits paid under the Plan shall not be
included in creditable compensation in computing benefits under any employee
benefit plan of the NYSE except to the extent expressly provided for therein. 13.SECURITIES LAW EXEMPTION The
Committee may impose such rules designed to facilitate compliance with the
securities laws. To the extent required by applicable law, this Plan is
intended to comply with, and shall be subject to the limitations of Rule 701
under the Securities Act of 1933 and/or the exemption from registration set
forth in Section 4(2) of the Securities Act of 1933.  The Committee shall have the authority to
suspend the Plan and take any action necessary, including revoking Participants
election to participate under Section 4(a) above, prospectively and/or
retroactively, to ensure that the Plan complies with Federal and state
securities laws, including to the extent applicable, the limitations of Section
4(2) and Rule 701 under the Securities Act of 1933 and/or Section 4(2) of the Securities
Act of 1933. 14.SEVERABILITY In
case any provision of the Plan shall be illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining parts hereof, but the
Plan shall be construed and enforced as if such illegal and invalid provision
never existed. 15.WITHHOLDING All
payments under this Plan shall be subject to the withholding of such amounts
relating to federal, state or local taxes as the NYSE may reasonably determine
it should withhold based on applicable law or regulations.  Deferred amounts shall be subject to payroll
taxes as required by applicable law. 16.ASSIGNMENT The
Plan shall be binding upon and inure to the benefit of the NYSE, its successors
and assigns and the Participants and their heirs, executors, administrators and
legal representatives. In the event that the NYSE sells or transfers all or substantially
all of the assets  8


of its business or all or substantially all of the assets of a division
and, in either event, the acquiror of such assets assumes the obligations
hereunder with regard to a Participant, the NYSE shall be released from any
liability imposed herein and shall have no obligation to payor provide any
benefits payable hereunder with regard to such Participant. 17.GOVERNING LAW To
the extent legally required, Parts 1 and 5 of Title I of ERISA shall govern the
Plan, and, if any provision hereof is in violation of any applicable
requirement of the Code or ERISA, the NYSE reserves the right to retroactively
amend the Plan to comply therewith.  To
the extent not governed by Parts 1 and 5 of Title I of ERISA, the Plan shall be
governed by the laws of the State of New York, without regard to conflict of law
provisions. 18.NON-EXCLUSIVITY The
adoption of the Plan by the NYSE shall not be construed as creating any
limitations on the power of the NYSE to adopt such other supplemental
retirement income arrangements as it deems desirable, and such arrangements may
be either generally applicable or limited in application. 19.GENDER AND NUMBER Wherever
used in the Plan, the masculine shall be deemed to include the feminine and the
singular shall be deemed to include the plural, unless the context clearly
indicates otherwise. 20.HEADINGS AND CAPTIONS The
headings and captions herein are provided for reference and convenience only.  They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan. 21.EFFECTIVE DATE The
Plan shall be effective August 1, 1997. 22.ENTIRE AGREEMENT This
Plan, along with the Participants elections hereunder, constitutes the entire
agreement between the NYSE and the Participants pertaining to the subject
matter herein and supersedes any other plan or agreement, whether written or
oral, pertaining to the subject matter herein.  No agreements or representations, other than
as set forth herein, have been made by the NYSE with respect to the subject
matter herein.  9


IN
WITNESS WHEREOF, the NYSE has caused this Plan to be executed this 1st
day of  August, 1997. NEW YORK STOCK EXCHANGE,
INC.  By:  /s/  Frank Z. Ashen Title:  SVP   10